A Research On The Legal Issues Of Indirect Overseas Listing Of Corporation In Our Country

With the transformation of China’s economic pattern and the upgrading of industrialstructure, it requires a lot of capital to support. Confined to the fact that the multi-level capitalmarket has not yet formed, the related parties are still struggling for that goal. A large numberof private enterprises have to finance through indirect overseas listing, for not being able toget investment in domestic capital market. This thesis is based on that fact, and the firstchapter researches into some basic knowledge of indirect overseas listing such as the conceptof indirect overseas listing, listing subject, basic types of indirect overseas listing. The secondchapter focuses on analyzing the framework and operation path of indirect overseas listing,which include back-door listing and going public through buying a shell. At the same time,combined with practical cases, it points out some details which are worth special attentionduring operation. The third chapter mainly discusses the supervision issues of utilizing specialpurpose vehicle (SPE) in the process of indirect overseas listing, thus analyzing the concept ofSPV and differences between SPV and offshore company. The fourth chapter focuses onanalyzing the variable interest entity(VIE)structure, which is commonly deployed in theprocess of indirect overseas listing of Chinese corporations, talks about briefly the controlmode of domestic assets, and then discusses the meaning of VIE, various risks, measures todeal with VIE and legal advice.In order to offer some help in practical arts, the thesis attempts to sort out the basicoperation path of indirect overseas listing of companies in China. At the same time, the thesispays more attention to Chinese corporations’ legal issues in utilizing SPV and VIE structureto reflect on the reality.